Securities code: 300083 securities abbreviation: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Announcement No.: 2022-011 Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Announcement on the resolutions of the 26th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening and deliberation of the board meeting
The 26th meeting of the board of directors (hereinafter referred to as the "on-site communication") was held on March 18, 2022.
The notice of convening this meeting was sent to the members of the board of directors by e-mail on February 8, 2022. This meeting was presided over by Mr. Xia Jun, chairman of the company. There were 6 directors who should attend the meeting and 6 directors who actually attended the meeting. The meeting reached a quorum and met the relevant provisions of the company law and the articles of association. After careful deliberation and voting by the directors attending the meeting, the following resolutions are formed:
1. The meeting deliberated and adopted the proposal on the work report of the company's board of directors in 2021 with 6 affirmative votes, 0 negative votes and 0 abstention.
See Section III "management discussion and analysis" and Section IV "corporate governance" of the company's 2021 annual report for the work report of the board of directors.
Ms. pan Xiuling, Mr. Wang Chengyi and Mr. Qiu Zhengwei, the independent directors of the company, respectively submitted the 2021 annual report of independent directors, which will be reported at the 2021 annual general meeting of shareholders of the company. For details, please refer to cninfo (www.cn. Info. Com. CN), the company's designated information disclosure website.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The meeting deliberated and adopted the proposal on the company's 2021 annual general manager's work report with 6 affirmative votes, 0 negative votes and 0 abstention votes.
See Section III "management discussion and analysis" of the company's 2021 annual report for details of the company's 2021 annual report.
3. The meeting deliberated and adopted the "about the company" by 6 affirmative votes, 0 negative votes and 0 abstention votes
Proposal on the 2021 annual financial statement report.
According to the audit data of Zhonghua Certified Public Accountants (special general partnership) (hereinafter referred to as "Zhonghua"),
The main accounting data and financial indicators of the company in 2021 / at the end of 2021 are as follows:
Increase or decrease of index from 2021 to 2020 over the previous year
Operating income (yuan): 5261746246.01 3425648626.02 53.60%
Net profit attributable to shareholders of listed company (yuan): 500162251.95 -697490593.63 171.71%
Net profit attributable to shareholders of listed companies after deducting non recurring profits and losses of 380487520.22 - 766104879.65 and 149.67% (yuan)
Net cash flow from operating activities (yuan) 337847011.27 182982296.60 84.63%
Basic earnings per share (yuan / share) 0.34 -0.49 169.39%
Diluted earnings per share (yuan / share) 0.34 -0.49 169.39%
Weighted average return on net assets 18.95% - 28.83% 47.78%
Increase or decrease at the end of 2021 and 2020 compared with the end of the previous year
Total assets (yuan): 8859446534.88 7617435188.79 16.30%
Net assets attributable to shareholders of the listed company (yuan) 3136475093.12 2080328502.66 50.77%
The detailed data of the final financial statement report are detailed in "section x financial statement" of the company's 2021 annual report
Report ".
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The meeting deliberated and adopted the "about the company" by 6 affirmative votes, 0 negative votes and 0 abstention votes
and summary proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The company's 2021 annual report and 2021 annual report summary are detailed on the company's designated information disclosure website
Http://www.cn.info.com.cn.
5. The meeting deliberated and adopted the "about the company" by 6 affirmative votes, 0 negative votes and 0 abstention votes
Proposal on 2021 profit distribution plan.
According to the articles of association and the shareholder return plan for the next three years (2020-2022),
The company's cash dividend condition is that "the net profit realized in the current year is positive and the undistributed profit at the end of the current year is positive
In case of, the company shall conduct "cash dividend". By the end of 2021, the undistributed profit of the company was negative,
The above conditions for cash dividends are not met.
In order to ensure the capital demand of the company's operation and development and seek long-term interests for the company and all shareholders, on the premise of conforming to the principle of profit distribution, the profit distribution plan for 2021 formulated by the board of directors of the company is: no cash dividend, no bonus shares and no capital reserve converted into share capital in 2021.
After deliberation, the board of Directors believes that the company's profit distribution plan for 2021 complies with relevant laws and regulations such as the company law, accounting standards for business enterprises, notice on matters related to the further implementation of cash dividends of listed companies, regulatory guidelines for listed companies No. 3 - cash dividends of listed companies, articles of association, shareholder return plan for the next three years (2020-2022), etc The provisions of normative documents are in line with the actual business situation and future development plan of the company and the interests of the company and all shareholders.
The independent directors and the board of supervisors of the company have expressed clear opinions on this proposal. For details, please refer to the company's designated information disclosure website, http://www.cn.info.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
See cninfo.com.cn (www.cn. Info. Com. CN), the company's designated information disclosure website, for details of the special instructions on the proposed no profit distribution in 2021.
6. The meeting deliberated and adopted the proposal on the company's special report on the deposit and use of raised funds in 2021 by 6 votes in favor, 0 against and 0 abstention.
The independent directors, the board of supervisors and the recommendation institution of the company have expressed clear opinions on this proposal. Zhonghua Certified Public Accountants (special general partnership) issued the verification report on the deposit and use of raised funds in 2021 (Zhong Hui Zi (2022) No. 00151). For details, please refer to the company's designated information disclosure website cninfo (www.cn. Info. Com. CN.).
The company's special report on the deposit and use of raised funds in 2021 is detailed in the company's designated information disclosure website cninfo.com (www.cn. Info. Com. CN.).
7. The meeting deliberated and adopted the proposal on the special description of the company's occupation of non operating funds and capital transactions of other related parties in 2021 by 6 votes in favor, 0 against and 0 abstention. The independent directors and the board of supervisors of the company have expressed clear opinions on this proposal. Zhonghua Certified Public Accountants (special general partnership) has issued special instructions on the occupation of non operating funds and other related capital transactions of the company in 2021 (Zhong Hui Zi (2022) No. 00151). For details, please refer to the company's designated information disclosure website cninfo (www.cn. Info. Com. CN.).
8. The meeting deliberated and adopted the proposal on the company's internal control evaluation report in 2021 by 6 votes in favor, 0 against and 0 abstention.
The company evaluated the effectiveness of internal control on December 31, 2021 in accordance with the basic norms of enterprise internal control and other relevant laws, regulations and normative documents. According to the identification standard of internal control defects, during the reporting period, the company did not have major defects and important defects in the internal control of financial reporting, and no major defects and important defects in the internal control of non-financial reporting were found.
The independent directors and the board of supervisors of the company have expressed clear opinions on this proposal. For details, please refer to the company's designated information disclosure website, http://www.cn.info.com.cn.
The specific contents of the company's 2021 internal control evaluation report are detailed in the company's designated information disclosure website cninfo (www.cn. Info. Com. CN.).
9. The meeting deliberated and adopted the proposal on confirming the remuneration of non independent directors of the company in 2021 by 3 affirmative votes, 0 negative votes, 0 abstention votes and 3 withdrawal votes.
The remuneration of relevant non independent directors in 2021 is detailed in the company's 2021 annual report. For the full text of the annual report, please refer to the company's designated information disclosure website, http://www.cn.info.com.cn.
According to the proposal on the company's adjustment of independent director's allowance approved at the 30th meeting of the Fourth Board of directors and the first extraordinary general meeting in 2020, the allowance for independent directors is 80000 yuan / person / year. Therefore, this meeting only confirmed the remuneration of non independent directors in 2021.
Mr. Xia Jun, Mr. Wang Jian and Mr. Cai Wanfeng, the related directors of this proposal, have avoided voting.
The independent directors of the company have expressed clear opinions on this proposal. For details, see the company's designated information disclosure website, http://www.cn.info.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The meeting deliberated and adopted the proposal on confirming the remuneration of senior managers of the company in 2021 by 6 affirmative votes, 0 negative votes and 0 abstention votes.
See the company's 2021 annual report for the remuneration of relevant senior managers in 2021. For the full text of the annual report, please refer to the company's designated information disclosure website, http://www.cn.info.com.cn.
The independent directors of the company have expressed clear opinions on this proposal. For details, see the company's designated information disclosure website, http://www.cn.info.com.cn.
11. The meeting deliberated and adopted the proposal on the company's subsidiaries using idle self owned funds to purchase financial products with 6 affirmative votes, 0 negative votes and 0 abstention votes.
Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd., the holding subsidiary of the company, and its subsidiaries intend to use idle self owned funds with a quota of no more than 1.5 billion yuan to purchase principal guaranteed and low-risk floating income financial products with a period of no more than 12 months. The quota is valid for one year from the date of deliberation and approval by the board of directors, and the funds can be recycled and used during the above quota and validity period. The board of Directors believes that: on the premise of ensuring the daily operation and capital safety, the company's subsidiaries use idle self owned funds within a certain amount to buy financial products with good safety and high liquidity, which will help to improve the use efficiency of funds and create investment income for the company, which is in line with the interests of the company and all shareholders.
The independent directors and the board of supervisors of the company have expressed clear opinions on this proposal. For details, please refer to the company's designated information disclosure website, http://www.cn.info.com.cn.
For details of the announcement on subsidiaries using idle self owned funds to purchase financial products, please refer to the company's designated information disclosure website cninfo.com (www.cn. Info. Com. CN.).
12. The meeting deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 by 4 votes in favor, 0 against, 0 abstention and 2 withdrawal. This proposal is submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Due to business needs, the company and its subsidiaries intend to have related party transactions with related parties Shenzhen Jiayi Precision Automation Technology Co., Ltd. (hereinafter referred to as "Jiayi precision") and Shenzhen jinchuangzhi Financial Leasing Co., Ltd. (hereinafter referred to as "jinchuangzhi").
The independent directors of the company gave their prior approval opinions on the proposal and agreed to submit the proposal to the 26th meeting of the Fifth Board of directors for deliberation.
This proposal involves related party transactions, and related directors Mr. Xia Jun and Mr. Wang Jian have avoided voting.
The independent directors and the board of supervisors of the company have expressed clear opinions on this proposal. For details, please refer to the company's designated information disclosure website, http://www.cn.info.com.cn.
The specific contents of the announcement on the prediction of daily connected transactions in 2022 are detailed in the company's designated information disclosure website cninfo (www.cn. Info
